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Pompous phonetics Professor Henry Higgins (Sir Rex Harrison) is so sure of his abilities that he takes it upon himself to transform a Cockney working-class girl into someone who can pass for a cultured member of high society. His subject turns out to be the lovely Eliza Doolittle (Audrey Hepburn), who agrees to speech lessons to improve her job prospects. Higgins and Eliza clash, then form an unlikely bond, one that is threatened by aristocratic suitor Freddy Eynsford-Hill (Jeremy Brett).